AmeriCold Realty Trust (COLD) Announces Proposed Registered 29M Share Common Offer

Americold Realty Trust (NYSE: COLD) announced today that it has commenced an underwritten registered public offering of 29,000,000 common shares in connection with the forward sale agreements described below. The underwriters are expected to be granted a 30-day option to purchase up to an additional 4,350,000 common shares.

Citigroup Global Markets Inc., BofA Securities and Goldman Sachs & Co. LLC are acting as the joint book-running managers and representatives of the underwriters for the offering.

The Company expects to enter into separate forward sale agreements with Citigroup Global Markets Inc., BofA Securities and Goldman Sachs & Co. LLC or their respective affiliates (the “forward purchasers”) with respect to a total of 29,000,000 common shares. If the underwriters exercise their option to purchase additional common shares, the Company expects to enter into additional separate forward sale agreements on substantially the same terms with each of the forward purchasers for a total number of common shares equal to the number of common shares the underwriters elect to purchase in their option exercise. In connection with the forward sale agreements, the forward purchasers are expected to borrow and sell to the underwriters an aggregate of 29,000,000 common shares (or an aggregate of 33,350,000 common shares if the underwriters exercise their option to purchase additional common shares in full) that will be delivered in the offering.

Subject to its right to elect cash or net share settlement subject to certain conditions, the Company intends to deliver, upon settlement of the forward sale agreements on one or more dates specified by the Company, which are expected to occur no later than approximately 12 months following the date of the prospectus supplement relating to the offering (unless extended), an aggregate of 29,000,000 common shares to the forward purchasers in exchange for cash proceeds per common share equal to the applicable forward sale price, which will be the public offering price, less the underwriting discount, and will be subject to certain adjustments as provided in each such forward sale agreement.

If a forward purchaser or its affiliate does not sell all the common shares to be sold by it to the underwriters in the offering, the Company will issue and sell directly to the underwriters a number of common shares equal to the number of common shares that such forward purchaser (or its affiliate) does not sell, and the number of common shares underlying the relevant forward sale agreement will be decreased in respect of the number of common shares that the Company issues and sells.

The Company will not initially receive any proceeds from the sale of its common shares by the forward purchasers. The Company expects to use the net proceeds, if any, it receives upon the settlement of the forward agreements (and from the sale of common shares that it may sell to the underwriters in lieu of the forward purchasers (or their respective affiliates) selling common shares to the underwriters), together with proceeds from its debt private placement (if completed), the issuance of 14,166,667 common shares in a private placement with the sellers in connection with the Agro Merchants Acquisition (as defined below) and, if necessary, cash on hand, to fund the previously announced acquisition of certain subsidiaries of Agro Merchants Group that collectively operate the business of Agro Merchants Group (the “Agro Merchants Acquisition”). Any remaining proceeds are expected to be used for the funding of other development, expansion and acquisition opportunities. In the event the Agro Merchants Acquisition is not completed, the Company intends to use the net proceeds it receives for general business purposes, including repayment of outstanding indebtedness and the funding of other development, expansion and acquisition opportunities.

The offering of the common shares is being made pursuant to an effective shelf registration statement.

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